What changed in this filing

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Item 1. Financial Statements

2024-08-19 compared with 2024-05-15 · 312 added, 100 removed, 305 unchanged (57% of the section changed)

5 unchanged sentences

Prepaid expenses

Deferred offering costs

Total Current Assets

Non-Current Assets

Equipment, net

7 unchanged sentences

Due to related parties

Advances for convertible notes to be issued

Operating lease liability - current portion

Total Current Liabilities

Non-current Liability

Operating lease liability

Total Liabilities

Commitment and contingencies

Stockholders' Equity

14 unchanged sentences

Three Months Ended

Cost of revenue

Six Months Ended

Operating Expenses

Cost of revenue (including payments to related parties of $73,136 and $27,165, respectively and exclusive of amortization and depreciation shown separately below)

Amortization and depreciation

General and administration

Advertising and marketing

Professional fees- related party

Professional fees

4 unchanged sentences

Interest expense

Loss on debt settled by common stock

Loss on settlement of debt by issuing common stock

Total other expense

4 unchanged sentences

$ ( 417,870 )

$ ( 4,427,114 )

$ ( 833,293 )

Comprehensive Loss

6 unchanged sentences

Consolidated Statements of Change in Stockholders’ Deficit

For the three months ended March 31, 2024

For the Three and Six Months ended June 30, 2024

Convertible Series A

Convertible Series C

1 unchanged sentence

Preferred stock

Preferred Stock

Stockholders'

1 unchanged sentence

$ ( 69,483,666 )

Series C Preferred Stock issued for preferred stock to be issued

Series C Preferred Stock issued for cash

9 unchanged sentences

( 73,003,376 )

For the three months ended March 31, 2023

Series C Preferred Stock issued for preferred stock to be issued

Common stock issued for services

Common stock to be issued for services

Balance - June 30, 2024

$ ( 73,910,780 )

For the Three and Six Months ended June 30, 2023

Convertible Series A

Convertible Series C

Total Stockholders'

Preferred stock

Stockholders'

Balance - December 31, 2022

3 unchanged sentences

( 59,796,823 )

Shares to be issued, subscription received

Common stock issued for services

Conversion of Convertible Series C Preferred stock in Common stock

Balance - June 30, 2023

$ ( 60,214,693 )

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statement of Cash Flows

Three months ended

Six Months Ended

Cash Flows from Operating Activities:

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Common stock-based compensation

Stock-based compensation

Series C Preferred stock-based compensation

10 unchanged sentences

Cash Flows from Financing Activities:

Advances received for convertible notes to be issued

Deferred offering cost

Proceeds from loan - related party

Repayment of loan- related party

Proceed from issuance Series C Preferred Stock

Proceed from stock subscription

Net Cash provided by Financing Activities

6 unchanged sentences

Non-Cash Financing Disclosure:

Common stock issued for services

Common stock to be issued for services

Series C Preferred stock issued for services

Common stock issued upon conversion of Series C Preferred stock

Common stock issued for conversion and settlement of debt

2 unchanged sentences

Cancellation comment stock - related party

Reclassification of due to related party to convertible note

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

General Enterprise Ventures, Inc.

Notes to Consolidated Financial Statements

March 31, 2024

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

Note 1 – Organization, Business and Going Concern

General Enterprise Ventures, Inc., (the “Company” “GEVI”), was originally incorporated under the laws of the State of Nevada on March 14, 1990.

General Enterprise Ventures, Inc., was originally incorporated under the laws of the State of Nevada on March 14, 1990.

When used in these notes, the terms “GEVI,” “Company,” “we,” “us” and “our” mean General Enterprise Ventures, Inc.

and all entities included in our consolidated financial statements.

In January 2021, Board of Directors of the Company approved redomiciling the Company in Delaware.

On March 31, 2021, the Company formed General Entertainment Ventures, Inc.

in Delaware as a wholly owned subsidiary of the Company.

The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware.

On April 10, 2021, after approval by the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated as of the same date.

GEVI is the accounting and legal acquiror of the Company.

On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.

The Company’s U.S.

subsidiary, Mighty Fire Breaker LLC (“MFB”) is engaged in developing solutions to support the resolution of the insurance crisis in the western United States by use of its EPA approved CitroTech products.

MFB has developed and patented additional intellectual property in this regard, such as a system for commercial properties and homes that puts a fire inhibiting buffer zone around a property, blocking blown-in embers from igniting.

The technology continues to work dry, which unlike other products allows for early deployment and evacuation of people.

MFB also has developed a job site trailer allowing for the fire protection of property during the construction phase and fire hardening of the inner construction and installation of our patented system during that phase.

The intent is for the home owner to be able to bind insurance to start a construction project.

The Company has achieved USDA approval.

It has sold products to various fire departments and continues to demonstrate a market for its products.

On October 11, 2021, after approval by the board of directors and shareholders of the Company, the Company was renamed General Enterprise Ventures, Inc., in the State of Wyoming.

Corporate Changes

On January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), to acquire all the intellectual property of Mighty Fire Breaker, LLC, a California limited liability company (“MFB California”) in connection with the flame retardant and flame suppression segments of the environmental industry, including patents and patents pending.

On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed.

The transaction consideration to the equity holders of MFB California was 1,000,000 shares of the Series C Convertible Preferred Stock of the Company with a value at closing of $ 4,200,000 , and a 10 % royalty on gross sales before taxes of the MFB Ohio family of products.

In addition, on November 14, 2022, the Company formed Mighty Fire Breaker UK Limited (“MFB UK” and together with MFB Ohio, collectively, “MFB”).

MFB has 56 patents pertaining to its CitroTech MFB 31 Technology™ (“CitroTech” or the “MFB Technology”) for the prevention and spread of wildfires.

When CitroTech is applied it converts flammable fuels like dry native vegetation and wood into non-combustible materials.

During the third quarter of 2022 the Company received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor.

The Company continues to pursue accreditations such as the Missoula Testing approval for selling products to the government.

Currently, MFB Ohio is involved in installing commercial and large residential Proactive Wildfire Prevention Systems.

Effective June 25, 2024, the Company formed and organized a wholly owned subsidiary, GEVI Insurance Holdings Inc., an Ohio corporation, while the Company contemplates the opportunity to enter the wildfire insurance markets relating to the Company’s flame retardant and flame suppression products.

We are an environmentally sustainable flame retardant and flame suppression company for the residential home industry throughout the United States and international markets.

Management is experienced in business integration and branding potential.

The Company is bringing to the marketplace unique, disruptive products with significant environmental impact potential.

The Company holds various intellectual property in the form of patents and trademarks in the fields of fire suppression, mapping and tracking of fire-retardant dispersion and fire inhibition chemistry and technology.

The Company has obtained multiple certification and accreditations in this industry, such as being the only EPA Safer Choice approved, long-term fire retardant, UL GreenGaurd Gold, California Bioassay water approval, LENS, and in the process of USDA approval.

Going Concern

The Company’s consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States including the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

However, as shown in the accompanying consolidated financial statements, during the three months ended March 31, 2024, the Company had a net loss of approximately $ 3.5 million, an accumulated deficit of $ 73 million as of the period end, and used cash in operations of approximately $ 343,660 for the three months ended March 31, 2024 and negative working capital of $ 3.8 million.

The Company expects to continue to incur significant expenditures to develop its operations.

As such, there is substantial doubt about the company’s ability to continue as a going concern.

Management recognizes that the Company must obtain additional resources to successfully develop its operations and implement its business plans.

Through March 31, 2024, the Company has received funding in the form of the sale preferred stock subscriptions and historically loans from related parties.

Management plans to continue to raise funds and/or refinance our indebtedness to support our operations in 2024 and beyond.

Our consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The Company has incurred losses since inception and has a net loss of $ 4,427,114 on $ 631,687 of revenues for the six months ended June 30, 2024 and has a working capital deficiency of $ 695,357 as of June 30, 2024.

In addition, the Company has been dependent on related parties to fund operations and has an amount owing to related parties of $ 1,251,257 outstanding at June 30, 2024.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

Management recognizes that the Company must obtain additional resources to successfully implement its business plans.

During the six months ended June 30, 2024, the Company completed financings from the issuance of Series C preferred stock, common stock, advances and relate party loans, generating net proceeds of $ 802,180 .

However, the Company’s existing cash resources and income from operations, are not expected to provide sufficient funds to carry out the Company’s operations and business development through the next twelve (12) months.

Management plans to continue to raise funds and complete an Initial Public Offering (IPO) to support our operations in 2024 and beyond.

However, no assurances can be given that we will be successful.

If management is not able to timely and successfully raise additional capital and/or refinance indebtedness, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

If management is not able to timely and successfully raise additional capital and/or complete an IPO, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected.

These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 – Summary of Significant Accounting Policies

7 unchanged sentences

The results of operations for such interim periods are not necessarily indicative of operations for a full year.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2023, as filed with the SEC on April 15, 2024.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K/A, for the year ended December 31, 2023, as filed with the SEC on July 30, 2024.

Principles of Consolidation

The consolidated financial statements include the accounts of General Enterprise Ventures, Inc., and its wholly owned subsidiary, Mighty Fire Breaker, LLC, an Ohio Limited Liability company.

The consolidated financial statements include the accounts of General Enterprise Ventures, Inc., and its wholly owned subsidiaries, Mighty Fire Breaker, LLC, an Ohio Limited Liability company and GEVI Insurance Holdings Inc., an Ohio corporation.

Intercompany transactions and balances have been eliminated.

For the three and six months ended June 30, 2023, the company restated the Consolidated Financial Statements for the calculation of amortization on intangible assets.

The impact on the Consolidated Statement of Operations and Comprehensive Loss of the restatement is as follows:

Three Months Ended

Six Months Ended

June 30, 2023

Amortization and depreciation

Total operating expense

Loss from operations

$ ( 355,474 )

$ ( 417,286 )

$ ( 356,058 )

$ ( 417,870 )

The impact on the Consolidated Statement of Cash Flows of the restatement is as follows:

Six Months Ended

Cash Flows from Operating Activities:

$ ( 709,669 )

$ ( 123,624 )

$ ( 833,293 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Net Cash used in Operating Activities

$ ( 423,890 )

The impact on the Consolidated Statement of Stockholders’ Equity of the restatement is as follows:

June 30, 2023

Stockholders' equity:

Accumulated deficit

$ ( 60,091,069 )

$ ( 123,624 )

$ ( 60,214,693 )

Total stockholders' equity

$ ( 123,624 )

Reclassification

For the three and six months ended June 30, 2023, certain amounts have been reclassified to improve the clarity and comparability of the Consolidated Financial Statements.

An adjustment has been made to the Consolidated Statements of Operations and Comprehensive Loss and for the three and six months ended June 30,2023, to reclassify partial operating expenses to cost of revenue, and to separately disclose professional service provided by related party from line-item professional service to professional fees- related party.

The impact on the Consolidated Statement of Operations and Comprehensive Loss, with no change to the restated loss from operations or net loss, respectively, as follows:

Three Months Ended

Six Months Ended

June 30, 2023

As Filed and Restated (*)

As Reclassified

As Filed and Restated (*)

As Reclassified

Cost of revenue

Operating Expenses

Cost of revenue (exclusive of amortization and depreciation shown separately below)

Amortization and depreciation

General and administration

Professional fees- related party

Professional fees

Total operating expenses

Loss from Operations

$ ( 417,286 )

$ ( 832,534 )

(*) Originally as filed for June 30, 2023, and restated for the change for amortization of intangible assets.

Use of Estimates

4 unchanged sentences

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents.

The Company did not have any cash equivalents at March 31, 2024 and December 31, 2023.

The Company had cash of $ 371,095 and $ 549,755 at March 31, 2024 and December 31, 2023, respectively.

The Company did not have any cash equivalents at June 30, 2024 and December 31, 2023.

The Company had cash of $ 546,555 and $ 549,755 at June 30, 2024 and December 31, 2023, respectively.

Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $ 250,000 per institution.

The amount in excess of the FDIC insurance as of March 31, 2024 was approximately $ 112,000 .

The amount in excess of the FDIC insurance as of June 30, 2024, was $ 296,555 .

The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

Trade accounts receivable is recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

3 unchanged sentences

Account balances are charged against the allowance when it is probable that the receivable will not be recovered.

As of March 31, 2024 and December 31, 2023, the Company had no allowance for doubtful accounts.

As of June 30, 2024, and December 31, 2023, the Company had no allowance for doubtful accounts.

Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method.

As of March 31, 2024 and December 31, 2023, the Company held inventories of $ 188,791 and $ 230,197 , respectively.

During the three months ended March 31, 2024, and 2023, the Company recorded cost of goods sold of $ 89,872 and $ 13,854 associated with the cost of inventories sold, respectively.

The Company did not write-off any inventories as unsalable during the three months ended March 31, 2024 and 2023.

As of June 30, 2024, and December 31, 2023, the Company held inventories of $ 192,081 and $ 230,197 , respectively.

The Company did not write-off any inventories as unsalable during the six months ended June 30, 2024, and 2023.

Deferred Offering Costs

Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital.

Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering.

Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.

As of June 30, 2024 and December 31, 2023, deferred offering costs consisted of the following:

Fair Value of Financial Instruments

6 unchanged sentences

The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, due to related parties and loans payable, are carried at historical cost.

At March 31, 2024 and December 31, 2023, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

At June 30, 2024 and December 31, 2023, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers.

8 unchanged sentences

Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the products transfer from the Company to the customer.

Cost of Revenue

For the three and six months ended June 30, 2024 and 2023, cost of revenue consists of:

Three Months Ended

Six Months Ended

Cost of inventory

Freight and shipping

Consulting and advisory-related party

Royalty and sales commission-related party

Total cost of revenue

Basic and Diluted Net Loss Per Common Share

1 unchanged sentence

Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.

For the three months ended March 31, 2024 and 2023, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

For the six months ended June 30, 2024 and 2023, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

Convertible notes

2 unchanged sentences

10,000,000,000

10,019,230,320

(1) Series A Preferred Stock was amended in March 2024 to remove the conversion feature (Note 10).

For the three months ended March 31, 2024 and 2023 the reconciliation to net loss per common share basic and the anti-dilutive impact on net loss per share, are as follows:

For the three and six months ended June 30, 2024 and 2023, the reconciliation to net loss per common share basic and the anti-dilutive impact on net loss per share, are as follows:

Three Months Ended

Six Months Ended

$ ( 907,404 )

$ ( 417,870 )

$ ( 4,427,114 )

$ ( 833,293 )

Net loss - diluted

1 unchanged sentence

$ ( 417,870 )

$ ( 4,427,114 )

$ ( 833,293 )

Weighted average common shares outstanding

4 unchanged sentences

10,018,930,320

Net income per common share:

10,116,509,499

10,114,997,255

Net loss per common share:

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid.

The expanded annual disclosures are effective for our year ending December 31, 2025.

The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.

The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable.

We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption.

Note 3 – Equipment

At March 31, 2024 and December 31, 2023, equipment consisted of the following:

At June 30, 2024 and December 31, 2023, equipment consisted of the following:

Furniture and equipment

1 unchanged sentence

Property and equipment, net

During the three months ended March 31, 2024, and 2023, the Company recorded depreciation of $ 660 and $ 264 , respectively.

For the three and six months ended June 30, 2024, and 2023, depreciation consists of:

Three Months Ended

Six Months Ended

Note 4 – Intangible Assets

The Company has capitalized the costs associated with acquiring the intellectual property of MFB at a value of $ 4,195,353 as of March 31, 2024 and December 31, 2023, respectively.

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock of $ 4,200,000 .

During the year ended December 31, 2023 and three months ended March 31, 2024, no additional costs met the criteria for capitalization as an intangible asset.

As of March 31, 2024 and December 31, 2023, finite lived intangible assets consisted of the following:

In 2022, the Company acquired the intellectual property of MFB California, 19 patents centered around its MFB Technology for the prevention and spread of wildfires.

As of June 30, 2024 and December 31, 2023, finite lived intangible assets consisted of the following:

Accumulated amortization

1 unchanged sentence

Estimated future amortization expense for finite lived intangibles are as follows:

2024 (excluding the three months ended March 31, 2024)

As of March 31, 2024, the weighted-average useful life is 16 .00 years.

During the three months ended March 31, 2024 and 2023, the amortization expense was $ 63,175 and $ 0 , respectively.

The Company commenced with amortization from later 2023, when the Company started operations using the acquired assets.

2024 (excluding the six months ended June 30, 2024)

As of June 30, 2024, the weighted-average useful life is 16.00 years.

For the three and six months ended June 30, 2024 and 2023, amortization expense is as follows:

Three Months Ended

Six Months Ended

Note 5 – Lease

In March 2022, the Company has entered into an operating lease for the office, with the term of 18 months.

We had one operating lease for our corporate office and warehouse and three short term leases for executive office and storage facilities.

In March 2022, the Company entered into an operating lease for the office, with the term of 18 months.

In July 2023, the Company amended the contract and extended the lease term to July 2025.

The following summarizes right-of-use asset and lease information about the Company’s operating lease for the three months ended March 31, 2024 and 2023:

For the three and six months ended June 30, 2024 and 2023, right-of-use asset and lease information about the Company’s operating lease consist of:

Three Months Ended

Six Months Ended

The components of lease expense were as follows:

Operating lease expense

Short-term lease expense

Total lease expense

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

Supplemental cash flow information related to leases was as follows:

Six Months Ended

Cash paid for operating cash flows from operating leases

1 unchanged sentence

Weighted-average discount rate — operating leases

Supplemental balance sheet information related to leases was as follows:

Supplemental balance sheet information related to leases consists of:

Operating lease right-of-use asset

2 unchanged sentences

Non-current portion

The following table outlines maturities of our lease liabilities as of March 31, 2024:

The following table outlines maturities of our lease liabilities as of June 30, 2024:

Year ending December 31,

2024 (excluding the three months ended March 31, 2024)

2024 (excluding the six months ended June 30, 2024)

Imputed interest

3 unchanged sentences

At the sole option of the Lender, all or part of unpaid principal then outstanding may be converted into shares of common stock at any time starting 24 hours after payment at a fixed conversion price of $ 0.18 per share.

As of March 31, 2024 and December 31, 2023, following is the summary of funds received from the lender:

As of June 30, 2024, and December 31, 2023, following is the summary of funds received from the lender:

Maturity date

6 unchanged sentences

Long -term portion

During the three months ended March 31, 2024, the Company settled liabilities of $ 23,400 and converted notes with principal amounts of $54,000 and accrued interest of $ 1,702 into 456,762 shares of common stock.

During the six months ended June 30, 2024, the Company settled liabilities of $ 23,400 and converted notes with principal amounts of $ 54,000 and accrued interest of $ 1,702 into 456,762 shares of common stock.

The fair market value of the common shares converted was $ 126,655 at the issuance date, as a result, the Company recognized a loss on debt settled by common stock of $ 103,255 .

During the three months ended March 31, 2024, and 2023, the Company recognized interest expenses of $ 135 and $ 175 , respectively.

As of March 31, 2024 and December 31, 2023, the Company owned principal of $ 0 and $ 54,000 and accrued interest of $ 0 and $ 1,567 , respectively.

During the six months ended June 30, 2024 and 2023, the Company recognized interest expenses of $ 135 and $ 759 , respectively.

As of June 30, 2024 and December 31, 2023, the Company owned principal of $ 0 and $ 54,000 and accrued interest of $ 0 and $ 1,567 , respectively.

Note 7 – Promissory Note

On June 7, 2023, the Company entered into a promissory note agreement for the amount of $ 120,000 , in terms of twelve (12) months and interest rate of 5 % per annum.

During the three months ended March 31, 2024, the Company recognized $ 750 interest.

During the three months ended March 31, 2024, the Company settled the promissory note with principal amount of $ 120,000 and accrued interest of $ 3,767 into 1,050,000 shares of common stock.

The Company received $ 120,000 from the lender on July 3, 2023.

During the six months ended June 30, 2024 and 2023, the Company recognized $ 750 and $ 0 interest.

During the six months ended June 30, 2024, the Company settled the promissory note with principal amount of $ 120,000 and accrued interest of $ 3,767 into 1,050,000 shares of common stock.

The fair market value of the common shares converted was $902,790 at the issuance date, as a result, the Company recognized a loss on debt settled by common stock of $ 779,024 .

Note 8 – Related Party Transactions

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each of the two independent directors for their board services in support of the Company.

During the three months ended March 31, 2024, 250,000 shares of common stock were issued, valued at $ 90,000 at market price on approval date.

As of March 31, 2024, the remaining 250,000 shares balance have not been issued, and the Company valued the 250,000 shares of common stock at market price on approval date and accrued $ 90,000 .

During the three months ended March 31, 2024 and 2023, a related party advanced to the Company an amount of $ 0 and $ 185,000 for working capital propose and $ 0 and $ 49,052 for operating expenses on behalf of the Company, respectively.

During the three months ended March 31, 2024, and 2023, the Company record and paid management fees of $ 25,000 and $ 0 , respectively.

During the three months ended March 31, 2024, and 2023, the Company recorded and paid consulting expense of $ 21,000 and $ 45,000 to an entity under common control of a related party and commission fee of $ 72,000 and $ 40,000 to a related party, respectively.

As of March 31, 2024 and December 31, 2023, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $ 1,309,077 .

The related parties that had material transactions for the three and six months ended June 30, 2024 and 2023, consist of the following:

Related Party

Nature of Relationship to the Company

An Ohio Corporation – a significant shareholder

Owner of related party A

Chief Executive Officer (CEO) of the Company

A California Corporation owned by related party E

Significant shareholder

MFB Ohio board advisor

As of June 30, 2024 and December 31, 2023, amounts owing to related parties consists as follows:

Related Party

During the six months ended June 30, 2024 and 2023, related party A advanced to the Company an amount of $ 0 and $ 275,000 for working capital proposes and $ 2,180 and $ 200,836 for operating expenses paid directly to vendors, on behalf of the Company, respectively.

During the six months ended June 30, 2024 and 2023, the Company repaid $ 60,000 and $ 0 owing to the related party A, respectively.

For the three months ended June 30, 2024 and 2023, expenses to related parties and their nature consists of:

Three months ended

Related Party

Nature of Transaction

Financial Statement Line Item

Cash paid for consulting fees

Professional fees - related party

Cash paid for consulting and advisory fees

Cost of revenue

Cash paid for management fee

Professional fees - related party

Cash paid for royalty and sales commissions

Cost of revenue

For the three months ended June 30, 2024 and 2023, expenses to related parties and their nature consists of:

Six Months Ended

Related Party

Nature of transaction

Financial Statement Line Item

Cash paid for management fee

General and administration

Cash paid for consulting fees

Professional fees - related party

Cash paid for consulting and advisory fees

Cost of revenue

Cash paid for management fee

Professional fees - related party

Cash paid for royalty and sales commissions

Cost of revenue

250,000 shares of common stock issued for advisory fee

Professional fees - related party

500,000 shares of common stock issued for advisory fee

Professional fees - related party

150,000 shares of common stock issued for advisory fee

Professional fees - related party

250,000 shares of common stock issued for advisory fee

Professional fees - related party

20,000 shares of Series C preferred stock for advisory fee

Professional fees - related party

100,000 shares of common stock issued for advisory fee

Professional fees - related party

Note 9 – Advances for Convertible Notes to be Issued

During the six months ended June 30, 2024, the Company obtained $ 695,000 from eleven (11) lenders in cash for issuance of convertible promissory notes and warrants.

As of June 30, 2024, the Company has not issued convertible promissory notes and warrants agreements, and all of the funds would have been returned if a certain threshold of investment had not been achieved.

Note 10 – Stockholders’ Equity

4 unchanged sentences

The Company originally designated 10,000,000 shares of its Preferred Stock as Series A Convertible Preferred Stock.

Issued and outstanding Series A Convertible Preferred stock as of March 31, 2024 and December 31, 2023, was 10,000,000 .

On March 29, 2024, the Company amended and restated its Series A Convertible Preferred Stock to designate 10,000,000 shares of its Preferred Stock as Series A Preferred Stock, par value $0.0001, with the following rights and privileges .

16 unchanged sentences

This means the full purchase price for the outstanding shares of Series A Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

As of June 30, 2024, and December 31, 2023, there were 10,000,000 shares of Series A Preferred Stock issued and outstanding.

Series C Convertible Preferred Stock

19 unchanged sentences

This means the full purchase price for the outstanding shares of Series C Convertible Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

During the three months ended March 31, 2024, the Company issued 198,333 shares of Series C Preferred Stock as follow;

During the six months ended June 30, 2024, the Company issued 273,332 shares of Series C Preferred Stock as follow;

183,332 shares issued for stock payable of $ 500,000 .

2 unchanged sentences

Subscription received

During the year ended December 31, 2023, the Company received $500,000 for stock subscriptions.

As of March 31, 2024 and December 31, 2023, 75,000 and 183,333 shares were not issued and are recorded as preferred stock to be issued with value of $180,000 and $ 500,000 in equity, respectively.

Subsequently on April 24, 2024, the Company issued 74,999 shares of Convertible Series C Preferred Stock.

As of March 31, 2024, and December 31, 2023, there were 2,471,832 and 2,273,499 shares of the Company’s Convertible Series C Preferred Stock issued and outstanding, respectively.

During the year ended December 31, 2023, the Company received $ 500,000 for subscription of 183,332 shares of Series C Preferred Stock.

As of December 31, 2023, 183,332 shares were not issued and are recorded as preferred stock to be issued with value of $ 500,000 in equity.

During the six months ended June 30, 2024, the Company issued 183,332 shares of Series C Preferred Stock.

As of June 30, 2024 and December 31, 2023, there were 2,546,831 and 2,273,499 shares of the Company’s Convertible Series C Preferred Stock issued and outstanding, respectively.

The Company has authorized 1,000,000,000 shares of common stock with a par value of $ 0.0001 .

Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the three months ended March 31, 2024, the Company issued 3,756,762 shares of Common Stock and cancelled 65,000,000 shares as follow;

During the six months ended June 30, 2024, the Company issued 4,006,762 shares of Common Stock and cancelled 65,000,000 shares as follow:

2,250,000 shares issued for services, valued at $ 1,862,000 at market price on issuance date.

1,506,762 shares for conversion and settlement of debt of $ 1,085,148 at market price on issuance date.

250,000 shares for stock to be issued - management, valued $ 90,000 at market price on approval date.

250,000 shares issued for common stock to be issued from fiscal year ended 2023 – to a director of the Company.

65,000,000 shares were cancelled by the Company's President, valued $6,500 at par value.

As of March 31, 2024 and December 31, 2023, there were 36,302,150 and 97,545,388 shares of the Company’s common stock issued and outstanding, respectively.

As of June 30, 2024 and December 31, 2023, there were 36,552,150 and 97,545,388 shares of the Company’s common stock issued and outstanding, respectively.

Stock-Based Compensation

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Awards (“RSAs”) to a member of the board of directors and President of the Company.

Set out below is a summary of the changes in the Restricted Shares during the three months ended March 31, 2024:

Restricted Stock Award

Weighted-Average Grant Price

Set out below is a summary of the changes in the Restricted Shares during the six months ended June 30, 2024:

Weighted-Average

Balance, December 31, 2023

( 65,000,000 )

Balance, March 31, 2024

Balance, June 30, 2024

As of December 31, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000.

1 unchanged sentence

The Company valued the voting rights associated with the awards at $ 2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the six months ended June 30, 2024, 65,000,000 shares were cancelled.

Common Stock to be Issued

1 unchanged sentence

The Company valued the 500,000 shares of common stock at the market value of the Company’s common stock at approval date for the amount of $180,000.

As of March 31, 2024, and December 31, 2023, 250,000 and 500,000 shares were not yet issued and are recorded as common stock to be issued of $ 90,000 and $ 180,000 in equity, respectively.

During the six months ended June 30, 2024, the Company issued 250,000 shares of common stock and settled common stock to be issued of $ 90,000 .

On April 22, 2024, the Company entered into an advisory and consulting agreement for a period of twelve (12) months with share compensation of 250,000 shares of common stock upon signing the agreement.

The Company valued the 250,000 shares based on market value at signing of the agreement, in the amount of $ 200,000 .

As of June 30, 2024, the Company did not issue the shares, and recorded this as common stock to be issued as a component of stockholders’ equity.

As of June 30, 2024 and December 31, 2023, 500,000 and 500,000 shares were not yet issued and are recorded as common stock to be issued of $ 290,000 and $ 180,000 in equity, respectively.

Note 11– Commitments and Contingencies

As part of the consideration for the Company’s acquisition of Mighty Fire Breaker, LLC (“MFB’), the vendor will be entitled to a ten (10%) percent royalty on the gross sales before taxes of products sold under the MFB family of products.

As part of the intellectual asset purchase agreement with MFB California, the Company is subject to royalties of 10.0 % derived from gross invoiced sales of MFB products excluding funds received for sales and use tax (see Notes 1 and 4).

On April 22, 2024, the Company entered into an advisory and consulting agreement for a period of 12 months with monthly fees of $14,500, success fees of 4.5% of the total value of any non-financing contract, finder fees of 4.5% of total value of the financing transactions (payable to the Company’s broker-dealer) and share compensation of 250,000 shares of common stock upon signing the agreement, recorded as common stock to be issued.

Note 12 – Concentration

As of March 31, 2024 and December 31, 2023 and for three months ended March 31, 2024 and 2023, customer and supplier concentrations (more than 10%) were as follows:

As of June 30, 2024, and December 31, 2023, and for six months ended June 30, 2024, and 2023, customer and supplier concentrations (more than 10%) were as follows:

Revenue and accounts receivable

1 unchanged sentence

Percentage of

For Three Months ended

For the Six Months Ended

Accounts Receivable

3 unchanged sentences

Percentage of

For Three Months ended

For the Six Months Ended

Accounts Payable

3 unchanged sentences

Note 13 – Subsequent Events

Management evaluated all additional events through May 15, 2024, which is the date the financial statements were available to be issued.

Based upon this review, unless noted below, the Company did not identify any material subsequent events that would have required adjustment or disclosure in the financial statements.

Management evaluated all additional events through the date the consolidated financial statements were available to be issued.

Based upon this review, unless noted below, the Company did not identify any material subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

During July and August 2024, the Company issued senior convertible notes (together, the “Convertible Notes”).

The Convertible Notes bear interest at an annualized rate of 10 %.

The Convertible Notes mature twelve ( 12 ) months after the original issue date of the Convertible Notes, whereupon all outstanding principal and accrued interest is due to the holders of the Convertible Notes.

The Convertible Notes include a conversion feature.

The Conversion price is the lesser of (i) $0.40 or (ii) a 30% discount to the price of shares issued in connection with a Qualified Financing .

Qualified Financing means the Company’s sale of its common stock pursuant to a registration statement filed with and declared effective by the commission and the listing of the common stock in connection with an uplist to a national securities exchange.

In the event that, prior to the maturity date, the VWAP per share of Company common stock does not trade below $1.50 for thirty (30) consecutive trading days, then, subject to the limitations on conversion, this Convertible Notes shall automatically convert on the next trading day immediately following the trading period into the number of shares of Company common stock determined by dividing the conversion amount by the conversion price.

In connection with the issuance of the Convertible Notes, the Company issued common stock purchase warrants to the holders of the Convertible Notes (the “Warrants”).

The Warrants give the holders the right, but not the obligation, to purchase shares of the Company.

The exercise price of the Warrants is $ 0.50 per share.

The Warrants expire five ( 5 ) years from the issue date.

The Company issued convertible notes and warrant, in July and August 2024 for $ 1,171,000 , of which $ 695,000 was advanced on or before June 30, 2024 (Note 9)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements